Jerome Alan Grant - Dec 14, 2023 Form 4 Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Role: Chief Executive Officer, Director
Signature: /s/ Christopher Kevane, attorney-in-fact for Jerome A. Grant
Stock symbol: UTI
Transactions as of: Dec 14, 2023
Transactions value $: -$261,816
Form type: 4
Date filed: 12/18/2023, 06:56 PM
Previous filing: Dec 12, 2023
Next filing: Aug 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UTI	Common Stock, $0.0001 par value	Options Exercise	$0	+57.9K	+33.94%	$0.00	228K	Dec 14, 2023	Direct
transaction	UTI	Common Stock, $0.0001 par value	Tax liability	-$262K	-23.9K	-10.48%	$10.94	204K	Dec 14, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	UTI	Performance Units	Options Exercise	$0	-57.9K	-100%	$0.00^*	0	Dec 14, 2023	Common Stock, $0.0001 par value	57.9K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Vesting of Performance Units granted on 12/10/2020. Shares withheld to satisfy tax liability.
F2	Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

Content

Vesting of Performance Units granted on 12/10/2020. Shares withheld to satisfy tax liability.

Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.